Stock Exchange Releases
Shareholders of Tulikivi Corporation are invited to the Annual General Meeting to be held on 20 April 2004 at 10 a.m. at the Kivikylä Auditorium in Nunnanlahti, Juuka.
The following matters will be on the agenda of the meeting:
1)Issues pertaining to the Annual General Meeting according
to Article 10 of the Articles of Association.
2)Proposal of the Board of Directors to authorise the Board
of Directors to decide on the acquisition of the company’s own shares
The Board of Directors is authorised to to decide on the acquisition of the company´s own shares with the following terms:
a)The company’s own shares are acquired to solidify the company’s capital structure and to be used as compensation in business and company acquisitions and other structural
arrangements. The manner and scope of these transactions is at the discretion of the Board of Directors. The Board of Directors can also initiate the invalidation of shares by decreasing the capital stock.
b)No more than a total of 336,069 Series A shares of the
company shall be acquired and no more than a total of 119,250
Series K shares of the company shall be acquired.
c)The shares shall be acquired as follows:
The company’s A shares may be acquired in another proportion
than the shareholders´ proportional shareholdings and are to be
acquired through public trading at the Helsinki Stock Exchange as decided upon by the Board of Directors. The price of the shares is determined at time of purchase by the rules and regulations of the Helsinki Stock Exchange.
The company’s K shares are to be acquired in proportion to the values of shareholder ownership by making a purchase offer to K shareholders. The value of the offer is determined by calculating the weighted average value of the A shares for a period of two weeks of public trading on the Helsinki Stock Exchange prior to the signing of the purchase offer. In the event that the number of K shares stated in the decision reached by the shareholder’s meeting cannot be acquired in this manner,
the Board may acquire the remainder of the shares from those owners of K shares who are willing to sell more than their relative proportion of the number of shares to be acquired. In the event that the number of shares offered exceeds the number of shares to be acquired, the Board will consider the ownership of the vendors and number of shares offered and decide how the acquisition is to be divided among those offering their shares for sale.
d)The acquisition of shares is to be carried out using distributable earnings. The acquisition therefore reduces the total distributable
unrestricted shareholders’ equity.
e)The authorisation for share acquisition is valid until
the Annual General Meeting in 2005, however for not more than one
full year after the decision reached by the Annual General Meeting.
f)Other matters pertaining to the acquisition of shares are
at the discretion of the Board of Directors.
3)Proposal of the Board of Directors to authorise the Board
of Directors to decide on the relinquishing of the company’s own
The Board of Directors is authorised to decide on the relinquishing of the company’s own shares on the following
a)The authorised total number of shares is not to exceed
336,069 A shares and 119,250 K shares acquired for the company.
b)The Board of Directors is authorised to decide to whom
and in what order the shares will be relinquished. The Board of Directors has total discretion over the relinquishing and disposal of the shares in any other proportion than that of the shareholders´ pre-emptive rights to the company shares.
c)The shares are to be relinquished as compensation in
business and company acquisitions or used in other structural arrangements over which the Board of Directors has complete discretion. In addition, the Board of Directors suggests that the Annual General Meeting authorise the Board of Directors to make decisions on the sale of company’s own A shares through public trading on the Helsinki Stock Exchange to secure funds for future company acquisitions or investments.
d)The Board of Directors shall determine the transfer price
of the shares and the principles used to establish that transfer
Shares may be transferred in exchange for non-monetary remuneration.
e)The authorisation for relinquishing shares is valid until
the Annual General Meeting in 2005, however for not more than one
full year beginning from the decision reached by the Annual General Meeting.
f)Other matters pertaining to relinquishing shares are at
the discretion of the company´s Board of Directors.
4) Proposal on payment of dividends
The Board of Directors proposes to the Annual General Meeting that a dividend be paid of EUR 0.51 per share for A shares and EUR 0.50
per share for K shares. The dividend decided upon by the Annual General Meeting is to be paid to shareholders registered by the date of record in the shareholder registry kept by Finnish Central Securities Depository Ltd. The Board of Directors has agreed that the date of record for payment of the dividend shall be 23 April 2004. The Board of Directors proposes to the Annual General Meeting that the dividend be paid after the record date on 30 April 2004.
5) Proposal on composition of the Board of Directors and auditor
Shareholders representing over 10% of the votes in the company
propose to the Annual General Meeting that the following persons be elected as members of the Board of Directors: Bishop Ambrosius, Juhani Erma, Eero Makkonen, Aimo Paukkonen, Heikki Vauhkonen, Reijo Vauhkonen and Matti Virtaala.
The Board of Directors proposes to the Annual General Meeting that Authorised Public Accountants PricewaterhouseCoopers Oy, auditor Hannele Selesvuo, APA, as the main responsible auditor be chosen as the company’s auditor.
Documents (and appendices to these documents) pertaining to final accounts for 2003 as well as the Board of Directors’ proposals for authorising the Board of Directors to acquire and relinquish the company’s own shares are available for inspection by shareholders at the company headquarters at Kuhnustantie 10, 83900 Juuka, as from 12 March 2004. Copies will be mailed to shareholders on request. The Annual Report will be mailed to shareholders the week of 15 March.
The right to participate in the general shareholders’ meeting is given to shareholders who are registered in the Shareholder register kept by Finnish Central Securities Depository Ltd (Suomen Arvopaperikeskus Oy) on 12 April 2004.
A shareholder wishing to participate in the Annual General Meeting is obligated to notify the company by 4 p.m. on 13 April 2004. The notification must be made either by phone to Ms Maija-Liisa Koivunen or Ms Kaisa Toivanen, tel. +358 (0)13 681 111, by e-mail to firstname.lastname@example.org, or by post to the address Tulikivi Corporation/Annual General Meeting, FIN-83900 Juuka, Finland. Any power of attorney notifications must be submitted together with the preliminary enrolment for the meeting.
Board of Directors
Juuka, 10 March 2004
ADDITIONAL INFORMATION: Tulikivi Corporation, FIN-83900 Juuka, Finland, tel. 358-13-681 111, www. tulikivi.com
– Chairman of the Board of Directors Matti Virtaala
– Managing Director Juha Sivonen
DISTRIBUTION: Helsinki Stock Exchange and Central Media